UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          -----------------------------

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


      October  31, 1999                                          0-11088
For the quarterly period ended                            Commission file number


                              ALFACELL CORPORATION
             (Exact name of registrant as specified in its charter)


               Delaware                                        22-2369085
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                          Identification No.)


  225 Belleville Avenue, Bloomfield, New Jersey                  07003
    (Address of principal executive offices)                   (Zip Code)


(Registrant's telephone number, including area code)         (973) 748-8082



                                       NOT APPLICABLE
          (Former name, former address, and former fiscal year, if changed since
          last report.)


     Indicate  by check mark  whether the  registrant  has (1) filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X\] No [_]

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:

Shares of Common  Stock,  $.001 par value  outstanding  as of December 10, 1999:
17,341,194


<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                 BALANCE SHEETS
                       October 31, 1999 and July 31, 1999

<TABLE>
<CAPTION>
                                                                                                   October 31,
                                                                                                      1999                July 31,
                                            ASSETS                                                 (Unaudited)              1999
                                            ------                                                ------------         -------------
<S>                                                                                               <C>                  <C>
Current assets:
     Cash and cash equivalents                                                                    $    821,470         $  1,383,133
     Other assets                                                                                      151,261              146,708
                                                                                                  ------------         ------------
         Total current assets                                                                          972,731            1,529,841
                                                                                                  ------------         ------------


Property and equipment, net of accumulated depreciation and amortization
   of $969,584 at October 31, 1999 and $944,830 at July 31, 1999                                       174,053              198,807
                                                                                                  ------------         ------------

         Total assets                                                                             $  1,146,784         $  1,728,648
                                                                                                  ============         ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of long-term debt                                                            $      4,691         $      6,727
     Accounts payable                                                                                  277,927              186,071
     Accrued expenses                                                                                  751,069              778,650
                                                                                                  ------------         ------------
         Total current liabilities                                                                   1,033,687              971,448
                                                                                                  ------------         ------------

Commitments and contingencies

Stockholders' equity:
     Preferred stock, $.001 par value
         Authorized and unissued, 1,000,000 shares at October 31, 1999
            and July 31, 1999                                                                             --                   --
     Common stock $.001 par value
         Authorized 40,000,000 shares at October 31, 1999 and July 31, 1999;
         Issued and outstanding 17,341,194 shares at October 31, 1999
            and 17,286,594 shares at July 31, 1999                                                      17,341               17,286
     Capital in excess of par value                                                                 55,764,273           55,694,195
     Deficit accumulated during development stage                                                  (55,668,517)         (54,954,281)
                                                                                                  ------------         ------------
         Total stockholders' equity                                                                    113,097              757,200
                                                                                                  ------------         ------------

         Total liabilities and stockholders' equity                                               $  1,146,784         $  1,728,648
                                                                                                  ============         ============

See accompanying notes to financial statements.
</TABLE>


                                       -2-
<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                  Three months ended October 31, 1999 and 1998,
                       and the Period from August 24, 1981
                     (Date of Inception) to October 31, 1999

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                August 24, 1981
                                                            Three Months Ended                (Date of Inception)
                                                                October 31,                            to
                                                       1999                   1998              October 31, 1999
                                                    ------------          ------------          ----------------
<S>                                                 <C>                     <C>                    <C>
REVENUE:
     Sales                                          $       --                    --                 553,489
     Investment income                                    14,953                61,398             1,322,973
     Other income                                           --                    --                  60,103
                                                    ------------          ------------          ------------
     TOTAL REVENUE                                        14,953                61,398             1,936,565
                                                    ------------          ------------          ------------

COSTS AND EXPENSES:
     Cost of sales                                          --                    --                 336,495
     Research and development                            571,908               595,204            34,660,537
     General and administrative                          156,392               201,568            19,671,452
     Interest:
         Related parties                                    --                    --               1,033,960
         Others                                              889                   374             1,902,638
                                                    ------------          ------------          ------------
       TOTAL COSTS AND EXPENSES                          729,189               797,146            57,605,082
                                                    ------------          ------------          ------------

       NET LOSS                                     $   (714,236)             (735,748)          (55,668,517)
                                                    ============          ============          ============

     Loss per basic and diluted common share        $       (.04)                 (.04)                (7.00)
                                                    ============          ============          ============

Weighted average number of shares outstanding         17,330,140            17,252,119             7,947,221
                                                    ============          ============          ============
</TABLE>


See accompanying notes to financial statements.


                                       -3-
<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                  Three months ended October 31, 1999 and 1998,
                       and the Period from August 24, 1981
                     (Date of Inception) to October 31, 1999

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                   August 24, 1981
                                                                                   Three Months Ended            (Date of Inception)
                                                                                       October 31,                        to
                                                                               1999                   1998          October 31, 1999
                                                                            -----------           ------------    ------------------
<S>                                                                         <C>                      <C>                <C>
Cash flows from operating activities:
  Net loss                                                                  $  (714,236)             (735,748)          (55,668,517)
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Gain on sale of marketable securities                                          --                    --                 (25,963)
    Depreciation and amortization                                                24,754                25,321             1,348,849
    Loss on disposal of property and equipment                                     --                    --                  18,926
    Noncash operating expenses                                                   43,557                49,769             5,416,029
    Amortization of deferred compensation                                          --                    --              11,442,000
    Amortization of organization costs                                             --                    --                   4,590
Changes in assets and liabilities:
    Increase in other current assets                                             (4,553)              (56,108)             (151,261)
    Decrease in other assets                                                       --                    --                  36,184
    Increase in interest payable-related party                                     --                    --                 744,539
    (Decrease) increase in accounts payable                                     118,432              (264,241)              498,399
    Increase in accrued payroll and
       expenses, related parties                                                   --                    --               2,348,145
    (Decrease) increase in accrued expenses                                     (27,581)             (305,290)            1,292,582
                                                                            -----------           -----------           -----------
    Net cash used in operating activities                                      (559,627)           (1,286,297)          (32,695,498)
                                                                            -----------           -----------           -----------

Cash flows from investing activities:
    Purchase of marketable equity securities                                       --                    --                (290,420)
    Proceeds from sale of marketable equity
       securities                                                                  --                    --                 316,383
    Purchase of property and equipment                                             --                    --              (1,369,261)
    Patent costs                                                                   --                    --                 (97,841)
                                                                            -----------           -----------           -----------

     Net cash used in investing activities                                         --                    --              (1,441,139)
                                                                            -----------           -----------           -----------
</TABLE>


See accompanying notes to financial statements.                      (continued)


                                      -4-
<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                       STATEMENTS OF CASH FLOWS, Continued

                  Three months ended October 31, 1999 and 1998,
                       and the Period from August 24, 1981
                     (Date of Inception) to October 31, 1999

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                           August 24, 1981
                                                                              Three Months Ended         (Date of Inception)
                                                                                   October 31,                  to
                                                                            1999                1998      October 31, 1999
                                                                        ------------        ------------  ----------------
<S>                                                                     <C>                   <C>              <C>
Cash flows from financing activities:
  Proceeds from short-term borrowings                                   $       --                  --            849,500
  Payment of short-term borrowings                                              --                  --           (623,500)
  Increase in loans payable - related party, net                                --                  --          2,628,868
  Proceeds from bank debt and other long-
   term debt, net of deferred debt costs                                        --                  --          2,410,883
  Reduction of bank debt and long-term debt                                   (2,036)             (2,211)      (2,920,764)
  Proceeds from issuance of common stock, net                                   --                  (621)      26,805,447
  Proceeds from exercise of stock options and warrants, net                     --                  --          5,460,673
  Proceeds from issuance of convertible debentures                              --                  --            347,000
                                                                        ------------        ------------      -----------
     Net cash (used in) provided by financing activities                      (2,036)             (2,832)      34,958,107
                                                                        ------------        ------------      -----------
     Net (decrease) increase in cash and cash equivalents                   (561,663)         (1,289,129)         821,470
Cash and cash equivalents at beginning of period                           1,383,133           5,099,453             --
                                                                        ------------        ------------      -----------
Cash and cash equivalents at end of period                              $    821,470           3,810,324          821,470
                                                                        ============        ============      ===========
Supplemental disclosure of cash flow information -
   interest paid                                                        $        889                 374        1,649,622
                                                                        ============        ============      ===========
Noncash financing activities:
   Issuance of convertible subordinated debenture for loan
     payable to officer                                                 $       --                  --          2,725,000
                                                                        ============        ============      ===========
   Issuance of common stock upon the conversion of
     convertible subordinated debentures, related party                 $       --                  --          2,945,000
                                                                        ============        ============      ===========
   Conversion of short-term borrowings to common stock                  $       --                  --            226,000
                                                                        ============        ============      ===========
   Conversion of accrued interest, payroll and expenses by
     related parties to stock options                                   $       --                  --          3,194,969
                                                                        ============        ============      ===========
   Repurchase of stock options from related party                       $       --                  --           (198,417)
                                                                        ============        ============      ===========
   Conversion of accrued interest to stock options                      $       --                  --            142,441
                                                                        ============        ============      ===========
   Conversion of accounts payable to common stock                       $     26,576              10,425          220,562
                                                                        ============        ============      ===========
   Conversion of notes payable, bank and accrued interest
     to long-term debt                                                  $       --                  --          1,699,072
                                                                        ============        ============      ===========
   Conversion of loans and interest payable, related party
      and accrued payroll and expenses, related parties to
      long-term accrued payroll and other, related party                $       --                  --          1,863,514
                                                                        ============        ============      ===========
   Issuance of common stock upon the conversion of
      convertible subordinated debentures, other                        $       --                  --            127,000
                                                                        ============        ============      ===========
   Issuance of common stock for services rendered                       $       --                  --              2,460
                                                                        ============        ============      ===========
</TABLE>

See accompanying notes to financial statements.


                                       -5-
<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)


1.   ORGANIZATION AND BASIS OF PRESENTATION

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
statements  contain all adjustments  (consisting of normal  recurring  accruals)
necessary to present fairly the Company's  financial  position as of October 31,
1999 and the results of operations for the three month periods ended October 31,
1999 and 1998 and the period from August 24, 1981 (date of inception) to October
31, 1999.  The results of operations for the three months ended October 31, 1999
are not necessarily indicative of the results to be expected for the full year.

     The  Company is a  development  stage  company as defined in the  Financial
Accounting  Standards Board's Statement of Financial Accounting Standards No. 7.
The Company is devoting substantially all of its present efforts to establishing
a new  business.  Its  planned  principal  operations  have not  commenced  and,
accordingly, no significant revenue has been derived therefrom.

     Effective  August 1, 1998,  the  Company  adopted  Statement  of  Financial
Accounting Standards No. 130 ("SFAS 130"), Reporting  Comprehensive Income. SFAS
130 establishes new rules for the reporting and display of comprehensive  income
and its  components.  The net loss of $714,000  and  $736,000,  recorded for the
three  months  ended  October 31, 1999 and 1998,  respectively,  is equal to the
comprehensive loss for those periods.

     The Company has reported net losses since its inception.  Also, the Company
has limited liquid resources.  The report of the Company's  independent auditors
on the Company's  July 31, 1999  financial  statements  included an  explanatory
paragraph  which states that the Company's  recurring  losses and limited liquid
resources raise  substantial  doubt about the Company's ability to continue as a
going  concern.  The financial  statements at July 31 or October 31, 1999 do not
include any adjustments that might result from the outcome of this uncertainty.

2.   EARNINGS (LOSS) PER COMMON SHARE

     "Basic"  earnings  (loss) per common share equals net income (loss) divided
by weighted  average  common  shares  outstanding  during the period.  "Diluted"
earnings  (loss)  per  common  share  equals  net  income  divided by the sum of
weighted average common shares  outstanding  during the period plus common stock
equivalents. The Company's Basic and Diluted per share


                                       -6-
<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS, continued

                                   (Unaudited)


2.       EARNINGS (LOSS) PER COMMON SHARE, continued

amounts are the same since the assumed  exercise of stock  options and  warrants
are all anti-  dilutive.  The amount of options and warrants  excluded  from the
calculation   was  5,665,715  and  5,970,944  at  October  31,  1999  and  1998,
respectively.

3.       CAPITAL STOCK

         In August 1999,  the Company  issued  40,000 shares of common stock for
payment of services  rendered.  The fair value of the common stock in the amount
of $18,400 was charged to operations.

         In September 1999, the Company issued 14,600 shares of common stock for
payment of legal  services.  The fair value of the common stock in the amount of
$8,176 was charged to operations.


                                       -7-
<PAGE>


Item 2.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations.

     Information  contained herein contains  "forward-looking  statements" which
can be identified by the use of forward-looking  terminology such as "believes",
"expects",  "may", "will", "should", or "anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy.  No  assurance  can be given  that the future  results  covered by the
forward-looking  statements  will be achieved.  The matters set forth in Exhibit
99.1 to the Company's  Annual Report on Form 10-K for the fiscal year ended July
31, 1999,  which is  incorporated  herein by  reference,  constitute  cautionary
statements  identifying  important factors with respect to such  forward-looking
statements,  including certain risks and uncertainties,  that could cause actual
results to vary  materially  from the future results  indicated in such forward-
looking  statements.  Other  factors  could  also cause  actual  results to vary
materially from the future results indicated in such forward-looking statements.

Results of Operations

Three month periods ended October 31, 1999 and 1998

     Revenues.  The  Company is a  development  stage  company as defined in the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards  No. 7. As such,  the  Company is  devoting  substantially  all of its
present efforts to establishing a new business and developing new drug products.
The Company's planned principal  operations of marketing and/or licensing of new
drugs have not  commenced  and,  accordingly,  no  significant  revenue has been
derived  therefrom.  The Company  focuses most of its  productive  and financial
resources  on the  development  of ONCONASE and as such has not had any sales in
the three  months  ended  October 31, 1999 and 1998.  Investment  income for the
three months ended October 31, 1999 was $15,000 compared to $61,000 for the same
period last year, a decrease of $46,000. This decrease was due to lower balances
of cash and cash equivalents.

     Research and  Development.  Research and development  expense for the three
months  ended  October 31, 1999 was  $572,000  compared to $595,000 for the same
period  last year,  a decrease  of $23,000  or 4%.  This  decrease  was due to a
decrease in costs in support of on-going clinical trials for ONCONASE, primarily
due to the completion of the patient  enrollment of the Phase III clinical trial
for  malignant  mesothelioma,  and a decrease in  personnel  costs  offset by an
increase in expenses for  preparation  of a Pre-NDA  meeting with the FDA and an
increase in expenses associated with new patent and trademark applications.

     General  and  Administrative.  General and  administrative  expense for the
three  months ended  October 31, 1999 was $156,000  compared to $202,000 for the
same period last year, a decrease of $46,000 or 23%. This decrease was primarily
due  to  decreases  in  administrative  personnel  costs  and  public  relations
expenses.


                                      - 8 -
<PAGE>


     Net Loss.  The Company has incurred  net losses  during each year since its
inception. The net loss for the three months ended October 31, 1999 was $714,000
as compared to $736,000 for the same period last year. The cumulative  loss from
the date of  inception,  August  24,  1981 to  October  31,  1999,  amounted  to
$55,669,000.  Such losses are attributable to the fact that the Company is still
in the development  stage and accordingly  has not derived  sufficient  revenues
from operations to offset the development stage expenses.

Liquidity and Capital Resources

     Alfacell has financed its  operations  since  inception  primarily  through
equity and debt financing,  research product sales and interest  income.  During
the three months ended October 31, 1999,  the Company had a net decrease in cash
and cash equivalents of $562,000, which resulted primarily from net cash used in
operating  activities of $560,000.  Total cash  resources as of October 31, 1999
were $821,000 compared to $1,383,000 at July 31, 1999.

     The Company's  current  liabilities as of October 31, 1999 were  $1,034,000
compared to $971,000 at July 31, 1999, an increase of $63,000.  The increase was
primarily due to an increase in expenses for  preparation  of a Pre-NDA  meeting
with the FDA.

     Until the Company's operations generate significant revenues, cash reserves
will  continue  to fund  operations.  To  date,  a  significant  portion  of the
Company's  financing  has been through  private  placements  of common stock and
warrants,  the issuance of common stock for stock options exercised and services
rendered, debt financing and financing provided by the Company's Chief Executive
Officer.  The Company  believes that its cash and cash equivalents as of October
31, 1999 will be sufficient to meet its  anticipated  cash needs through January
2000. The report of the Company's independent auditors on the Company's July 31,
1999 financial  statements  included an explanatory  paragraph which states that
the Company's  recurring losses and limited liquid  resources raise  substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements  at July 31 or October 31, 1999 do not include any  adjustments  that
might result from the outcome of this uncertainty.

     The  Company's  continued  operations  will  depend on its ability to raise
additional  funds  through  various  potential  sources  such as equity and debt
financing,  collaborative  agreements,  strategic  alliances,  sale of tax  loss
carryforwards  and research and  development  tax credits and revenues  from the
commercial  sale of  ONCONASE,  however  there  can be no  assurance  that  such
additional  funds  will  become  available.  The  Company  is in the  process of
analyzing the Phase III data of its clinical  trial for  unresectable  malignant
mesothelioma in preparation for a Pre-NDA meeting with the FDA and will continue
to incur costs in  conjunction  with such  meeting.  The Company is currently in
discussion  with  several  potential  strategic  alliance  partners  for further
development  and  marketing of ONCONASE and the other  potential new products in
the  Company's  pipeline,  however  there  can be no  assurance  that  any  such
alliances  will  materialize.  The  ability of the  Company to raise  additional
capital  through the sale of its  securities  will primarily be dependent on the
outcome of the Phase III clinical trial for unresectable malignant


                                      - 9 -
<PAGE>


mesothelioma. However, the ability to raise funding at that time maybe dependent
upon other factors including without  limitation,  market conditions,  and there
can be no assurance that such funds will be available.

     New  Jersey  has  enacted   legislation   permitting   certain  New  Jersey
corporations to sell tax loss carryforwards and research and development credits
(the  "NOLs").  The Company has state NOLs  available for sale. In October 1999,
the Company was  notified by the state that it has  qualified  to sell its NOLs.
The Company had secured a buyer of its NOLs and expects to receive net  proceeds
of approximately  $755,000 by January 2000.  However,  there can be no assurance
that such  funds will be  available  in a timely  manner.  If this  $755,000  is
received  it  should  provide  the  Company  with  sufficient  cash to fund  its
operations through April 2000.

     The  Company's  Common Stock was delisted from The Nasdaq  SmallCap  Market
effective  at the close of  business  April  27,  1999 for  failing  to meet the
minimum bid price  requirements set forth in the NASD  Marketplace  Rules. As of
April 28, 1999, the Company's  Common Stock was traded on the OTC Bulletin Board
under the symbol  "ACEL".  Delisting of the Company's  Common Stock from Nasdaq,
could have a material  adverse  effect on the Company  including  its ability to
raise  additional  capital,  stockholder  liquidity  and price of the  Company's
Common Stock.

     The market price of the Company's  common stock is volatile,  and the price
of the stock could be  dramatically  affected  one way or another  depending  on
numerous  factors.  The market price of the Company's common stock could also be
materially  affected  by the  results  of  the  Phase  III  clinical  trial  for
unresectable malignant mesothelioma.

Year 2000

     The Company has completed  the review and upgrade of its business  systems,
including its computer  systems and computer  controlled  equipment for its Year
2000  compliance.  The Company has determined that its suppliers and vendors had
identified  and  addressed the problems that their systems may face in correctly
interpreting  and processing date information as the Year 2000 approaches and is
reached. While there may be other areas that may affect the Company's operations
upon commercialization of the Company's products under development,  the Company
has identified  three major areas where Year 2000 compliance is critical for the
normal functioning of the Company's  business:  Business and Accounting Computer
Systems, Clinical Data Management Systems and Product Manufacturing Systems.

Business and Accounting Computer Systems

     The  Company  utilizes  standard,  widely-available  software  packages  to
perform its word processing,  spreadsheet and accounting duties. The Company had
completed the upgrade of its Business and Accounting  Computer Systems to ensure
Year 2000 compliance.  While it appears that the Company's systems are Year 2000
compliant, there is no assurance at this time that its


                                      -10-
<PAGE>


systems will perform without error during the transition of the Year 2000. Since
the risks of an erroneous  transition are minimal, the Company has not created a
contingency plan for these systems.

Clinical Data Management Systems

     The Company utilizes the services of an outside vendor to handle all of its
data  management  needs with regard to collection  and reporting of its clinical
trial data.  This vendor has  completed  the testing of its computer  system for
Year 2000  compliance.  While it appears that the computer  systems  utilized to
process   the   Company's   clinical   trial  data  are  Year  2000   compliant,
non-compliance  could have a material adverse impact on the Company's ability to
process the data in a timely  manner for  submission  to the FDA, if  necessary.
Since the likelihood of non-compliance is minimal, the Company has not created a
contingency plan for these systems at this time.

Product Manufacturing Systems

     The Company  utilizes  the  services of outside  suppliers  to  manufacture
ONCONASE and perform many of the  FDA-required  related testing of such product.
These suppliers  reported that they are in the process of completing  their Year
2000  programs.  However,  there  can  be no  assurance  that  these  suppliers'
remediation  efforts will  effectively  address all of their Year 2000 problems.
Due to  regulatory  restrictions,  the  Company  does  not  believe  it would be
feasible to locate and retain the services of alternate  suppliers at this time.
However,  if during the first half of 2000,  it became  apparent that a supplier
would not be able to support  commercialization of ONCONASE,  if approved by the
FDA, the Company will then undergo the expense of transferring its manufacturing
processes to alternate  suppliers.  While the Company  believes  that  alternate
suppliers  are  available  for the  manufacture  of  ONCONASE,  there  can be no
assurance  that the Company can complete the  transition  to a new supplier in a
timely manner.

Year 2000 Summary

     The  Company has  determined  that Year 2000  compliance  should not have a
material  adverse  effect on the  Company,  including  the  Company's  financial
condition,  results  of  operations  or cash flow.  The  Company  estimates  the
remaining cost to address its Year 2000 issues to be approximately  $5,000.  The
total cost estimate is based on management's  current  assessment and is subject
to change.

     The Company may encounter  problems with vendors and suppliers  which could
adversely  affect the Company's  financial  condition,  results of operations or
cash flow. The Company cannot  accurately  predict the occurrence and or outcome
of any  such  problems,  nor can the  cost of such  problems  be  estimated.  In
addition,  there  can be no  assurance  that the  failure  to  ensure  Year 2000
compliance by a third party would not have a material effect on the Company.


                                      -11-
<PAGE>


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          Not applicable.

PART II.  OTHER INFORMATION

Item 2. (c) Recent Sales of Unregistered Securities

     In August  1999,  the Company  converted  an $18,400  account  payable into
40,000  shares of Common Stock in a private  transaction  effected in accordance
with the exemption from the  registration  requirements of the Securities Act of
1933,  as amended  (the  "Securities  Act")  contained  in  Section  4(2) of the
Securities Act.

     In September  1999, the Company  converted an $8,176  account  payable into
14,600  shares of Common Stock in a private  transaction  effected in accordance
with the exemption  from the  registration  requirements  of the  Securities Act
contained in Section 4(2) of the Securities Act.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).

<TABLE>
<CAPTION>

                                                                          Exhibit No. or
Exhibit                                                                    Incorporation
  No.                Item Title                                            by Reference
-------              ----------                                            ------------
<S>       <C>                                                                  <C>
3.1       Certificate of Incorporation                                          *
3.2       By-Laws                                                               *
3.3       Amendment to Certificate of Incorporation                             #
3.4       Amendment to Certificate of Incorporation                             +++
4.1       Form of Convertible Debenture                                         **
10.1      Form of Stock and Warrant Purchase Agreements used in private
          placements completed April 1996 and June 1996                         ##
10.2      Lease Agreement - 225 Belleville Avenue, Bloomfield, New
          Jersey                                                                ###
10.3      Form of Stock Purchase Agreement and Certificate used in
          connection with various private placements                            ***
10.4      Form of Stock and Warrant Purchase Agreement and Warrant
          Agreement used in Private Placement completed on March 21,
          1994                                                                  ***
10.5      The Company's 1993 Stock Option Plan and Form of Option
          Agreement                                                            *****
</TABLE>


                                      -12-
<PAGE>


<TABLE>
<CAPTION>

<S>       <C>                                                                  <C>
10.6      Debt Conversion Agreement dated March 30, 1994 with Kuslima
          Shogen                                                               ****
10.7      Accrued Salary Conversion Agreement dated March 30, 1994
          with Kuslima Shogen                                                  ****
10.8      Accrued Salary Conversion Agreement dated March 30, 1994
          with Stanislaw Mikulski                                              ****
10.9      Debt Conversion Agreement dated March 30, 1994 with John
          Schierloh                                                            ****
10.10     Option Agreement dated March 30, 1994 with Kuslima Shogen            ****
10.11     Option Agreement dated March 30, 1994 with Kuslima Shogen            ****
10.12     Amendment No. 1 dated June 20, 1994 to Option Agreement
          dated March 30, 1994 with Kuslima Shogen                             ****
10.13     Form of Amendment No. 1 dated June 20, 1994 to Option
          Agreement dated March 30, 1994 with Kuslima Shogen                   *****
10.14     Form of Amendment No. 1 dated June 20, 1994 to Option
          Agreement  dated  March 30,  1994 with  Stanislaw  Mikulski          *****
10.15     Form of Stock and Warrant Purchase Agreement and Warrant
          Agreement used in Private Placement completed on September
          13, 1994                                                               +
10.16     Form of Subscription Agreements and Warrant Agreement used
          in Private Placements closed in October 1994 and September
          1995                                                                   #
10.17     1997 Stock Option Plan                                               ###
10.18     Separation Agreement with Michael C. Lowe dated as of
          October 9, 1997                                                       ++
10.19     Form of Subscription Agreement and Warrant Agreement used
          in Private Placement completed on February 20, 1998                   +++
10.20     Form of Warrant Agreement issued to the Placement Agent in
          connection with the Private Placement completed on February
          20, 1998                                                              +++
10.21     Placement Agent Agreement dated December 15, 1997                     +++
27.1      Financial Data Schedule                                              #####
99.1      Factors to Consider in Connection with Forward-Looking               ####
          Statements

*         Previously filed as exhibit to the Company's Registration Statement on
          Form S-18 (File No.  2-79975-NY) and incorporated  herein by reference
          thereto.
</TABLE>


                                     -13-
<PAGE>



**        Previously  filed as exhibits to the  Company's  Annual Report on Form
          10-K for the year  ended  July 31,  1993 and  incorporated  herein  by
          reference thereto.

***       Previously filed as exhibits to the Company's Quarterly Report on Form
          10-QSB for the quarter ended January 31, 1994 and incorporated  herein
          by reference thereto.

****      Previously filed as exhibits to the Company's Quarterly Report on Form
          10-QSB for the quarter ended April 30, 1994 and incorporated herein by
          reference thereto.

*****     Previously filed as exhibits to the Company's  Registration  Statement
          Form SB-2 (File No.  33-76950)  and  incorporated  herein by reference
          thereto.

+         Previously filed as exhibits to the Company's  Registration  Statement
          on Form SB-2 (File No. 33-83072) and incorporated  herein by reference
          thereto.

++        Previously filed as exhibits to the Company's Quarterly Report on Form
          10-Q for the quarter ended October 31, 1997 and incorporated herein by
          reference thereto.

+++       Previously filed as exhibits to the Company's Quarterly Report on Form
          10-Q for the quarter ended January 31, 1998 and incorporated herein by
          reference thereto.

#         Previously  filed as exhibits to the  Company's  Annual Report on Form
          10-KSB  for the year ended July 31,  1995 and  incorporated  herein by
          reference thereto.

##        Previously filed as exhibits to the Company's  Registration  Statement
          on Form SB-2 (File No. 333-11575) and incorporated herein by reference
          thereto.

###       Previously filed as exhibits to the Company's Quarterly Report on Form
          10-QSB for the quarter ended April 30, 1997 and incorporated herein by
          reference thereto.

####      Previously  filed as exhibits to the  Company's  Annual Report on Form
          10-K for the year  ended  July 31,  1999 and  incorporated  herein  by
          reference thereto.

#####     Filed herewith.

(b)       Reports on Form 8-K.

          None.


                                      -14-
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                       ALFACELL CORPORATION
                                       --------------------
                                           (Registrant)


December 14, 1999                      /s/ KUSLIMA SHOGEN
                                       ----------------------------------------
                                       Kuslima Shogen, Chief Executive
                                       Officer, Acting  Chief Financial
                                       Officer (Principal Executive Officer,
                                       Principal Accounting Officer) and
                                       Chairman of the Board


                                      -15-